Bridge SaaS Grants 4 Million Unlisted Director Options at $0.10 Exercise Price as Incentive Compensation

Bridge SaaS Finalizes Issuance of 4 Million Director Incentive Options on 1 July 2026

Bridge SaaS Limited has officially completed the issuance of four million unlisted options to its directors, confirmed as issued on 1 July 2026. This update, lodged with the ASX on the same date, finalizes a transaction initially disclosed in an Appendix 3B filing dated 30 June 2026. The options represent a new security class with an ASX code yet to be assigned at the time of reporting.

The issuance is now closed, with the company confirming no further securities will be issued in relation to this placement. The options were granted as part of directors’ incentive remuneration rather than a cash-raising exercise, consistent with ASX disclosure requirements for unquoted securities issued outside of cash transactions.

Director Options Feature $0.10 Exercise Price and Three-Year Term Ending July 2029

The unlisted options carry an exercise price of $0.10 AUD each and convert to one fully paid ordinary BGE share upon exercise. If all four million options are exercised, this would result in four million new ordinary shares being added to the register. The options have a three-year duration from the issue date, expiring on 1 July 2029.

The $0.10 exercise price is a critical benchmark, as directors will only benefit financially if the share price exceeds this level at exercise. These options are designed to incentivize long-term performance, with value realization contingent on the company’s share price appreciation. The immediate impact on the share price was not disclosed at the time of this report.

Shareholder Approval Secured at May 2026 Extraordinary General Meeting

The terms of the options were detailed in the Notice of Extraordinary General Meeting released on 26 May 2026. Shareholders approved the director remuneration package, including the option terms, at this meeting. Bridge SaaS confirmed receipt of ASX confirmation that the terms comply with Listing Rule 6.1, ensuring fairness and equity.

This EGM approval process is a standard governance practice for ASX-listed companies issuing equity securities to directors, providing shareholders with oversight before finalization. The ASX’s endorsement under Listing Rule 6.1 adds regulatory assurance regarding the fairness of the option structure.

Options Are Unlisted and Not Intended for ASX Trading

Unlike Bridge SaaS’s quoted options trading under ticker BGEO with expiry on 31 May 2031, the newly issued director options will remain unquoted and are not intended for secondary market trading. Holders cannot sell these options on the ASX; they may only exercise them or let them lapse at expiry.

This approach is common in director and employee incentive schemes, aligning compensation with company performance rather than providing liquid tradable assets. These unquoted options do not immediately affect publicly traded securities but will dilute ordinary shares only if exercised before 1 July 2029.

Bridge SaaS Capital Structure After July 2026 Option Issuance

Following this issuance, Bridge SaaS’s capital structure comprises 199,859,200 ordinary fully paid shares (ASX:BGE) and 19,982,530 quoted options expiring 31 May 2031 (ASX:BGEO). The unquoted securities register includes expired options: 147,226 options each expiring 30 June 2026 at exercise prices of $0.30, $0.40, and $0.45, respectively.

Additionally, 2,000,000 unquoted options (ticker BGEAJ) expiring 6 September 2026 with a $0.05 exercise price remain outstanding. The newly issued 4,000,000 unlisted director options are now part of the unquoted register, with their ASX security code pending. Investors should factor these unquoted securities into dilution models when assessing Bridge SaaS’s fully diluted share count.

Director Option Structure Supports Long-Term Alignment With Company Performance

Using options instead of cash for director remuneration is a common practice among smaller ASX-listed growth companies, including those in the software-as-a-service sector. The $0.10 exercise price sets a minimum threshold for financial gain, encouraging directors to focus on sustained business growth.

The three-year term through July 2029 provides a multi-year horizon for directors to enhance company performance and share price. Institutional investors typically view such incentive arrangements favorably when terms are transparent, shareholder-approved, and ASX-compliant, all of which apply here based on the company’s disclosures.

Appendix 3B Transaction Fully Completed With No Further Issuances Expected

The company confirmed this issuance corresponds to the Appendix 3B lodged on 30 June 2026, which initially informed the market of the proposed securities issue. The subsequent Appendix 3G filing confirms the transaction’s completion, with no further securities expected to be issued.

This two-step ASX reporting process—Appendix 3B to announce and Appendix 3G to confirm issuance—is standard for unquoted securities, providing transparency and certainty to market participants regarding the transaction’s finalization.

Expiry of Three Unquoted Option Classes Coincides With New Director Option Issuance

The capital structure also includes three unquoted option classes—BGEAE, BGEAF, and BGEAG—all expiring on 30 June 2026. The 1 July 2026 company update indicates these options have expired, with 147,226 options in each class at announcement.

The lapse of these expired options, unless exercised prior to expiry, reduces potential dilution and partially offsets dilution from the new director options. The company did not disclose whether any of these expiring options were exercised before expiry.

Investor Considerations Ahead of 2029 Option Expiry

With the director options now issued and valid until 1 July 2029, investors have a clear timeframe to monitor whether Bridge SaaS’s operational progress and share price performance make exercising these options likely. The $0.10 exercise price serves as the key benchmark for assessing director incentive alignment and potential dilution.

Investors should also watch for further corporate updates on Bridge SaaS’s SaaS business growth, revenue trends, and strategic initiatives. A forthcoming milestone will be the allocation of an ASX security code for the new option class, which had not been assigned at the time of the company’s latest update. Reviewing the 26 May 2026 EGM notice may provide additional insight into any conditions tied to exercising these director incentive options.